Credit Terms and Conditions

The Customer acknowledges that they have received and reviewed a copy of the Terms and Conditions for All Customers (the “Agreement”). This Agreement is available on SC Fuels’ website. Customer understands and agrees to be bound by this Agreement and that this Agreement shall apply to all sales of gasoline, diesel, lubricants, or any other products or services (collectively “Products”) that Customer has purchased or may purchase from SC Fuels. Customer understands that this Agreement is an essential and integral part of the conditions under which SC Fuels transacts business with Customer and/or grants credit to Customer and these terms have been factored in the price of the Products sold by SC Fuels to Customer.

This Agreement may be modified by SC Fuels from time to time in the future, as industry and business practices change, or as SC Fuels may determine at its discretion. If the Agreement is modified by SC Fuels, the modified Agreement will be posted by SC Fuels on its website and notice that the Agreement has been modified shall be publicized on the Invoice or other suitable method. To the extent that Customer places any Orders after the effective date of the modified Agreement, Customer shall be deemed to have accepted and agreed to be bound by the Agreement as modified. Except as may otherwise be agreed to by the parties in a written agreement signed by the Customer and an officer of SC Fuels, these Terms and Conditions for all Customers and Additional Cardlock Terms and Conditions, as amended from time to time, (the “Agreement”), shall apply to all sales of gasoline, diesel, lubricants, or any other products or services (collectively “Products”) to Customer by Southern Counties Oil Co., a California Limited Partnership, Cardlock Fuels System, LLC, and/or SC Commercial, LLC (hereinafter collectively, “SC Fuels”)

1. Price; Invoices; Bill of Lading.

A. Pricing, Ordering and Invoicing. SC Fuels may from time to time transmit to Customer a price sheet (“Price Notice”) that shows prices available at that time for various grades of Products. SC Fuels obtains Products from various suppliers of Products. It is common for prices to fluctuate from day to day and even intra-day. As such, SC Fuels cannot guarantee that prices shown on the Price Sheet will always be available. Customer acknowledges that the prices shown on the Price Notice are not considered firm and are subject to change based on product availability, supply limitations, transportation logistics, and market fluctuations. When Customer places an order (“Order”) for Products with SC Fuels, Customer should inquire whether pricing has changed from the latest Price Notice. In any event, the firm price applicable to each Order shall be shown on the invoice (the “Invoice”) generated for each Order and such invoice price shall supersede any price shown on a Price Notice.

B. Bill of Lading. The quantity billed on each Invoice shall be based upon the quantity set forth in the actual bill of lading (“BOL”) produced by the refinery or other supplier where each Order is obtained, and Customer agrees to pay for the BOL quantity as invoiced. The BOL quantity set forth on the invoice shall supersede any metering system controlled by Customer or located at the Customer’s station or other delivery site, including but not limited, to the Veeder Root system.

2. Payment.

A. Payment Methods; Credit Limits; Disputes. Payments for Orders are due by Customer in the timeframe indicated in the Invoice. Credit is granted at the sole discretion of SC Fuels and may be withdrawn or re-evaluated from time to time by SC Fuels at its sole discretion. Credit limits set by SC Fuels are solely for the benefit of SC Fuels and may be modified at any time by SC Fuels at SC Fuels’ sole discretion. Any purchases by Customer in excess of a prior credit limit shall be deemed a waiver of the existing credit limit. Customer acknowledges that invoices and statements will provide Customer with actual knowledge of such modifications. Customer agrees to pay for all purchases notwithstanding the credit limit in effect at the time of purchase. All prices are quoted in U.S. Dollars. Any dispute or claim (including but not limited to claims regarding quality, quantity, or delivery) by Customer on any Order, Invoice, or payment must be presented to SC Fuels in writing within (20) days of the invoice date, or the claim shall be deemed waived and time barred. When making a claim, Customer shall furnish to SC Fuels all relevant documents and information substantiating the claim and shall afford SC Fuels with prompt and timely opportunity to take samples of the Product at issue and inspect the receiving tanks and associated equipment, as well as any metering systems connected to the receiving tanks. If Customer fails to provide such relevant documents and information or fails to provide access on a promptly and timely basis, Customer’s claim shall be deemed waived. For disputes related to Cardlock invoices, please refer to Additional Cardlock Terms and Conditions.

B. Late Charges; Credit Limits. Any amount payable to SC Fuels pursuant to an Invoice not received five (5) days after the due date (“Delinquent Amount”) shall be subject to a monthly fee (the “Late Fee”) in an amount equal to 2.0% of the Delinquent Amount per month (or the highest interest rate allowed by law). Customer agrees that this is not interest on a loan, but rather a Late Fee, which Customer agrees is reasonable to meet the expenses incurred by SC Fuels incidental to the administration, processing, and collection of the Delinquent Amount. All payments received will be applied first to unpaid late fees, and then to any unpaid balances.

C. Payment Security. To secure the payment, Customer grants SC Fuels a purchase money security interest in the Products sold under this Agreement whether constituting goods, payment intangibles, and/or general intangibles, including all accessions to and replacements thereof, and all proceeds of the foregoing. Customer authorizes SC Fuels to file one or more financing statements signed only by SC Fuels without Customer’s signature and to use a copy of this Agreement as an exhibit to any financing statement. Customer shall execute any additional documents, instruments, financing statements, or amendments to perfect or continue the security interest created by this Agreement. SC Fuels shall have all the rights and remedies of a secured party under the Uniform Commercial Code in effect in the state where they reside from time to time, which remedies shall be cumulative and not exclusive.

D. No Personal Use. Customer represents and warrants that it is a commercial enterprise or a governmental body, and that the account will only be used in the conduct of its business and only for commercial purposes. The Products purchased will not be made available for personal, family, or household purposes. E. Taxes. All local, state, and federal, excise, sales, and use taxes relating to the Product sold to Customer, when applicable, shall be borne by Customer. To the extent that any additional applicable taxes, license fees, inspection fees, environmental fees or other charges are imposed by any governmental or regulatory authority or agency on, or measured by, gross receipts from any Product sold hereunder, or levied on the production, manufacture, transportation, sale, delivery, or levied on volumes sold or delivered, or other handling of Product under this Agreement, Customer shall reimburse SC Fuels for such additional taxes, fees, and charges. Failure of SC Fuels to add any such tax, fee, or charge to the invoice shall not relieve Customer from liability therefrom. Customer shall reimburse SC Fuels for any interest and/or penalty assessed by any governmental or regulatory authority or agency when the penalty and/or interest is assessed as the result of false, incorrect, or delinquent certification(s) made to SC Fuels by Customer.

F. Exemption Certificates. Customer shall furnish SC Fuels with tax exemption certificates where it claims an exemption is due. Customer will promptly inform SC Fuels of any changes to its tax registration or exemption status that may occur.

G. Carbon Surcharge. SC Fuels may institute charges reflecting any carbon taxes, fees, assessments, and similar charges or cost of compliance levied, assessed or otherwise incurred as a result of compliance with regulatory requirements by any government or instrumentality or subdivision thereof, applicable to the manufacture, sale, purchase, import, distribution, exchange, use, resale, transportation, delivery, inspection or handling of the Products sold, or proportionately upon feedstock from which Products are derived, including taxes, fees, assessment and any other cost of compliance related to the Low Carbon Fuel Standard for transportation fuels, cap-at-the-rack assessment, or similar governmental or regulatory requirements established by a state or federal government (collectively, the “Carbon Surcharge”). Customer shall bear any Carbon Surcharge incurred, levied, or assessed after the date of the Agreement by any government authority or regulatory authority upon the transactions provided for in the Agreement, whether or not paid directly to the government authority.

3. Delivery; Title; Risk of Loss.

A. To the extent that Customer requests that Product be delivered at a specified date and/or time, SC Fuels shall use its best efforts to accommodate Customer’s requests. SC Fuels commonly utilizes third-party carriers to deliver Products and there may be delays due to traffic congestion, product availability, and other causes beyond SC Fuels’ control. Therefore, SC Fuels does not guarantee that deliveries will be made at specified times/dates and SC Fuels shall not be responsible for any damage or claim by Customer resulting from a late or delayed delivery of any Product. Delivery of product to the facilities or trucks of Customer may be made without obtaining signatures upon delivery. Customer certifies that the delivery location is unbranded and will immediately notify SC Fuels of any change in writing by certified mail.

B. Customer warrants that any person signing a delivery ticket or BOL on behalf of the Customer is, in fact, an agent so designated and authorized for that purpose by Customer. For any Product sold by SC Fuels on a delivered basis (i.e., where the Product delivery is arranged by SC Fuels), title and risk of loss are transferred to Customer at the flange connection to the receiving tank(s). If Customer arranges for its own delivery using carriers arranged by Customer (“Customer’s Carrier”), title and risk of loss are transferred to Customer upon delivery to Customer’s Carrier.

C. To the extent that Customer requests a specific delivery date, Customer must be available to receive the Product on that requested delivery date. Redelivery charges may apply if any shipment is unable to be delivered on the requested delivery date or original delivery location due to the lack of capacity of Customer’s receiving tanks, due to the station being closed, or due to lack of access to the receiving tanks or for any other cause beyond SC Fuels’ control. If an Order is canceled by Customer (after the Product has been loaded on the delivery truck) and if SC Fuels incurs losses due to such cancellation, Customer shall be responsible for cancellation charges equal to SC Fuels’ losses.

4. Force Majeure.

Neither SC Fuels nor Customer shall be liable for damages or otherwise for any failure or delay in performance on any obligations hereunder (except for the obligation to make payment), where such failure or delay is caused an event of force majeure, which shall be deemed as any event, occurrence or circumstance reasonably beyond the control of the party claiming force majeure, including without prejudice to the generality of the foregoing, failure or delay caused by or resulting from acts of god, strikes, labor disputes, fires, floods, wars, riots, destruction or unavailability of Products, delays of carriers or suppliers, embargoes, accidents and restrictions imposed by any governmental authority (including but not limited to allocations, priorities, requisitions, quotas and price controls). The party claiming force majeure shall give written notice thereof to the other party as soon as practicable, but in any event within 72 hours of the occurrence thereof. The time of SC Fuels to make or of Customer to receive delivery under any Order shall be extended during any period in which delivery shall be delayed or prevented by reason of force majeure, up to a total of thirty (30) days. If any delivery hereunder shall be so delayed or prevented for more than thirty (30) days, either party may terminate any Order with respect to such delivery upon written notice.

5. Disclaimer; Limitation of Liabilities.

A. DISCLAIMER. ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED BY THESE TERMS AND CONDITIONS. THERE IS NO WARRANTY THAT EXTENDS BEYOND THE DESCRIPTION OF THE PRODUCTS CONTAINED IN THE APPLICABLE INVOICE. CUSTOMER WAIVES THE BENEFIT OF ANY RULE OR LAW TO THE FULLEST EXTENT POSSIBLE THAT DISCLAIMER OF WARRANTY SHALL BE CONSTRUED AGAINST SC FUELS.

B. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR LOSS OF PRODUCTION, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR REPUTATION, OR WASTED EXPENDITURE OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE COST, EXPENSE, LOSS, OR DAMAGE OF ANY KIND. To the maximum extent permitted by applicable law, SC Fuels’ total aggregate liability to Customer for any claim arising out of or in connection with this Agreement for breach of contract, breach of warranty, breach of statutory duty or negligence or other tort, whether by virtue of strict liability or otherwise, will not exceed the amount paid by Customer for the Products in question, if delivered, or if the above breach of Agreement consists of a failure to deliver, the invoice value of the Products had it been delivered and invoiced. These limitations of liability have been factored into the price of the Product sold to Customer and the prices offered to Customer would not have been offered but for the application of these limitations of liability.

6. Indemnification.

Customer shall defend, indemnify, and hold SC Fuels, its agents and employees, harmless against all claims, penalties, demands, causes of action, or other loss or liability (including reasonable attorneys’ fees and legal expenses) arising out of any administrative or judicial action or any injury or death of persons or damages or loss to property or natural resources (including, but not limited to, those that arise from storage tank leaks or spills, waste disposal, or air emissions) caused by or happening in connection with (i) Customer’s handling of its business or station, (ii) Customer’s performance or failure to perform pursuant to this Agreement, or (iii) any act or omission by any third parties utilizing Customer’s account number or otherwise authorized by Customer to pull loads, including but not limited to, the loading, transportation, unloading, storage, handling, sale, or use of Products by Customer or any third party using Customer’s account number(s) or otherwise authorized by Customer, whether or not Customer was negligent or otherwise at fault. Customer’s obligation to defend, indemnify, and hold SC Fuels harmless shall not apply to claims for loss, damage, injury, or death (a) to the extent Customer proves said loss and/or damages were caused by SC Fuels negligence or willful misconduct, or (b) when any such loss and/or damages were caused by defects in Products sold by SC Fuels hereunder and not caused or contributed to by any act or omission to act by Customer or Customer’s employees or agents or carriers or clients. SC Fuels shall be permitted to appoint any attorneys (at Customer’s expense) to act on its behalf with respect to any claims for indemnification arising out of, or related to, this provision.

7. Miscellaneous.

A. Every purchase of Product, including all Price Notices, Orders, and Invoices, shall be governed by and be deemed to include the provisions of this Agreement. In the event of any inconsistency between this Agreement and a Price Sheet, Order, or Invoice, this Agreement shall prevail, unless otherwise agreed to by the parties in a written agreement executed by the Customer and an officer of SC Fuels. This Agreement supersedes all prior proposals, negotiations, representations, agreements, and understandings between the parties, including those terms and conditions contained in any Customer-provided purchase orders, and constitutes the complete and exclusive agreement between Customer and Company regarding the subject matter hereof. Customer acknowledges that it has not relied on any statement, promise, or representation made or given by or on behalf of the Company that is not set out in this Agreement. Any reference to a purchase order or similar documentation on an invoice or other acceptance thereof is solely for Customer’s convenience in record keeping, and no such reference or the provision of Services to Customer shall be deemed an acknowledgment of or agreement to any terms or conditions associated with any such purchase order or other Customer-provided documentation. Any such associated terms and conditions shall be of no force and effect and shall not in any way be deemed to amend, modify, supersede, alter, or supplement this Agreement. Notwithstanding the foregoing, this Agreement shall not serve to supersede, void, or otherwise reduce any obligations of the Customer or Customer’s guarantor under any written credit application, promissory note, guaranty, deed of trust, security agreement, branding agreement, or other written agreement executed by the parties.

B. The remedies reserved herein shall be cumulative and in addition to any other remedies provided in law or equity.

C. Customer may not assign its rights and obligations under this Agreement except with the written consent of SC Fuels. SC Fuels may assign its rights and obligations under this Agreement without consent from Customer.

D. To be binding and effective, any waiver of any rights by SC Fuels must be in a writing executed by an officer of SC Fuels. No oral statement or representation by any salesperson or other staff of SC Fuels shall constitute a waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any other breach of the provision. Any delay or failure by either party to enforce any provision of this Agreement shall not constitute a waiver of the provisions or prejudice the right of either party to enforce the provision at any subsequent time.

E. If any provision of this Agreement is or becomes void or unenforceable by force or operation of law or is otherwise determined by a court of competent jurisdiction to be legally unenforceable, the other provisions shall remain valid and enforceable and the unenforceable provision shall be modified to the minimum extent necessary to make such provision valid and legally enforceable, in keeping with the intent and spirit behind such provision.

F. SC Fuels is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

G. Confidentiality. All information furnished by either party or by any affiliate of SC Fuels in connection with this Agreement will be kept confidential (and will be used by the other party only in connection with this Agreement), except to the extent that the information: (i) is already lawfully known when received; (ii) becomes lawfully obtainable from other sources; (iii) is required to be disclosed in any document filed with the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, or any other agency of any government; or (iv) is required by law to be disclosed, provided that notice of the disclosure has been given (when legally permissible) by the party proposing to make such disclosure, which notice, when practicable, shall be given sufficiently in advance of the proposed disclosure to permit the other party to take legal action to prevent the disclosure. Without limiting the generality of the foregoing, Customer may not divulge to or discuss with third parties any pricing, pricing proposals, billing terms, credit limits, trade secret, system, program, or any other matter on which this Agreement is made, including word product or other programs or systems of SC Fuels, or other information regarding SC Fuels, including any agreements or contracts SC Fuels
has with other companies or firms. Customer must take all necessary steps to ensure that the confidential information is not disclosed to, or used by any person, firm, or entity, except that Customer’s own employees and agents, and then only to the extent necessary to permit Customer to perform this Agreement. Notwithstanding the foregoing, nothing in this section or this Agreement prohibits SC Fuels from providing any information to its affiliates or third-party servicers in connection with the operation and maintenance of SC Fuels’ or other programs or services, and Customer expressly agrees to these disclosures and use of information. From time to time, such information will be shared by and between SC Fuels and other third parties in accordance with normal business practices including, but not limited to, to approve or decline Customer’s application, servicing and/or maintaining Customer’s account(s), the exchange of trade credit information, evaluating Customer’s transactions and payment experiences, opening and/or closing account(s), credit decisions, and to market additional SC Fuels products and services to Customer, unless Customer desires to opt out of the sharing of its information by providing written notice of such intent to SC Fuels.

H. Proposition 65. California Health and Safety Code Section 25249.5 et seq., titled the Safe Drinking Water and Toxic Enforcement Act of 1986, and all California regulations implementing said statute, are collectively referred to as “Proposition 65” in this Agreement. Customer shall comply with all Proposition 65 requirements applicable to its facility with respect to the Products, posting appropriate warning language. Customer agrees that all legal responsibility for providing Proposition 65 warnings for the Products is hereby fully allocated to Customer, with no such responsibility remaining with SC Fuels, pursuant to 27 CCR § 25600.2(i). Without in any way limiting this section, and to the extent permitted by law, Customer shall indemnify and defend SC Fuels, its affiliates, officers, employees, and agents against any and all claims, losses, damages, liabilities, 60-day notices, demands, causes of action, suits, judgments, liens, penalties, and expenses (including, without limitation, attorneys’ fees and litigation costs) arising out of or in connection with any action, by any entity, to enforce and/or seek penalties associated with Proposition 65 with respect to Products.

I. The parties agree, notwithstanding applicable conflict of laws, that the laws of the State of California shall apply to the interpretation and enforcement of the terms and conditions set forth herein, as well as any other dispute arising out of this Agreement, whether based in contract, tort, statute, or otherwise.

J. The parties further agree that this contract is made and is to be performed in Orange County, California. If any litigation is commenced arising out of, or in any way related to this Agreement, the sole and exclusive venue for resolution of any and all disputes shall be in Orange County, California, in either the California Superior Courts for the County of Orange or the U.S. District Courts for the Central District of California (Southern Division). Customer and guarantor further agree that they will irrevocably submit to the jurisdiction of this selected venue, which selection is intended to be mandatory and waive all right to seek venue elsewhere. Each party waives any right it may have to assert the doctrine of forum non conveniens or to otherwise object to venue regarding actions so brought in Orange County, California and each party agrees that the State and Federal courts located in Orange County, California shall have in personam jurisdiction over each party.

K. If any legal action or other proceeding is brought under this Agreement, in addition to other relief to which the successful or prevailing party or parties (“the Prevailing Party”) is entitled, the Prevailing Party is entitled to recover, and the non-Prevailing Party shall pay, all (i) reasonable attorney’s fees of the Prevailing Party, (ii) court costs, and (iii) expenses, even if not recoverable by law as court costs (including, without limitation, all fees, taxes, costs, and expenses incident to appellate, bankruptcy and post judgment proceedings), incurred in that action, or proceeding and all appellate proceedings. For purposes of this section, the term “attorneys’ fees” includes, without limitation, paralegal fees, investigative fees, expert witness fees, administrative costs, disbursements, and all other charges billed by the attorney to the Prevailing Party.

L. If there is any material change in the financial status of any person(s) that have executed the Continuing Personal Guarantee below, Customer agrees to promptly notify SC Fuels of said change. Customer further agrees to promptly notify SC Fuels should any person(s) that have executed the Continuing Personal Guarantee below be determined to be mentally incapacitated or deceased.

The Customer acknowledges that it has received and reviewed a copy of the Additional Cardlock Terms and Conditions (the “Agreement”). This Agreement is available on SC Fuels’ website. Customer understands and agrees to be bound by this Agreement and that this Agreement shall apply to all sales of gasoline, diesel, and other fuel (“Fuel”) or other merchandise that Customer has purchased or may purchase through the use of access Cards provided by Southern Counties Oil Co., a California Limited Partnership, Cardlock Fuels System, LLC, and/or SC Commercial, LLC (hereinafter, “SC Fuels”). Customer understands that this Agreement is an essential and integral part of the conditions under which SC Fuels transacts business with Customer and/or grants credit to Customer and these terms have been factored in the price of the Fuel sold by SC Fuels to Customer.

This Agreement may be modified by SC Fuels from time to time in the future, as industry and business practices change, or as determined by SC Fuels in its discretion. If the Agreement is modified by SC Fuels, the modified Agreement will be posted by SC Fuels on its website and notice that the Agreement has been modified shall be publicized on the Invoice or other suitable method. To the extent that Customer uses the fleet Cards after the effective date of the modified Agreement, Customer shall be deemed to have accepted and agreed to be bound by the Agreement as modified.

Except as may otherwise be agreed to by the parties in a written agreement signed by the Customer and an officer of SC Fuels, these Additional Cardlock Terms and Conditions, as amended from time to time, (the “Agreement”), shall apply to all sales to Customer using the fleet Cards provided by SC Fuels:

1. SC Fuels’ fleet cards (“Card” or “Cards”) will be used only by a commercial enterprise or government body in its business, and the fuel obtained will not be available for personal or retail use. This is a commercial transaction and does not constitute consumer credit under any applicable law. Each Card is a “key or card key” under California Civil Code §1747.02(a)(3). The Card is not a credit card. It is understood that the federal $50.00 liability limit for credit cards does not apply to the Cards issued on the account. All purchases will be the responsibility of the Customer.

2. Customer hereby accepts the obligation and responsibility for payment for all purchases, fees, and other charges made with Cards issued to Customer. SC Fuels is not responsible for controlling the use of the Cards. Should any of the Cards issued to Customer be lost, stolen, or misplaced, fraudulent purchases whether internal or external, or transactions that appear from a Card that may have been “skimmed”, Customer shall remain liable for any purchases, fees, and other charges made with lost or stolen Cards. This obligation extends until SC Fuels receives proper notice of the lost or stolen Cards from Customer, provided this notice includes the Card number for each lost or stolen Card. Customer agrees to, and acknowledges, full liability for the losses resulting from any failure to report unauthorized use of Cards in accordance with the terms hereof. Customer agrees to notify SC Fuels immediately upon learning of any unauthorized use of the Cards, but in no case later than five (5) days following receipt of the SC Fuels invoice or statement that included any unauthorized use of Cards. Customer agrees
to and acknowledges full and complete liability for any losses resulting from any unauthorized use prior to notice and for any failure to report unauthorized use of Cards in accordance with the terms hereof.

3. Customer represents that any person using a Card issued in the name of Customer will be trained in all safety regulations to ensure safe operation of all fueling sites. Customer covenants to use, and to cause any person using a Card issued to Customer to use, their best efforts to avoid any fuel spills at the sites and to keep the fueling sites neat and clean. Customer and those using the Cards delivered to Customer hereunder represent to SC Fuels that those using the fueling sites are aware of the proper use of the fueling sites and Customer will indemnify and hold SC Fuels, its officers, directors, shareholders, landlords, tenants, and agents harmless from any liability, claims, and costs including, but not limited to, those for bodily injury and property damage that may be caused in whole or in part by the use of the Cards by the Customer or those using the Cards delivered to the Customer hereunder. SC Fuels shall not be liable for any damage or claims that may result from its failure to provide fuel or the failure of any equipment in any manner whatsoever.

4. SC Fuels maintains the absolute right exercisable in its sole discretion to interrupt or terminate the use of any and all Card(s) issued to Customer. For Fuel received using the Cards, any claim for defective Fuel, or any other claim for defective products, is waived by Customer unless made within twenty (20) days from the Customer’s purchase of defective Fuel or purchase of the product or services giving rise to the claim. In consideration of SC Fuels selling merchandise and services to the Customer, the Customer agrees to SC Fuels payment terms and conditions hereof and as described on SC Fuels billing statement regarding all purchases made by Customer, on Customer’s behalf or using Cards issued to Customer.

5. Any dispute or claim by Customer on any invoice or payment must be presented to SC Fuels in writing within (20) days of the invoice date, or the claim shall be deemed waived and time barred. The invoice will be conclusively deemed valid. When making a claim, Customer shall furnish to SC Fuels all relevant documents and information substantiating the claim and shall afford SC Fuels with prompt and timely opportunity to take samples of the Fuel at issue. If Customer fails to provide such relevant documents and information or fails to provide access on a promptly and timely basis, Customer’s claim shall be deemed waived.

6. Customer agrees to pay SC Fuels a maintenance fee of $20.00 per year. In addition, Customer agrees to pay a new account nonrefundable set up charge in the amount of $25.00. Should Customer require the mailing of invoices, a fee will be added to the invoice. A $2.50 fee will be added to any invoice that is not paid by electronic funds transfer.